Fifth Era Acquisition Corp I

Previous wording

Unlike some other blank check companies in which the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Sponsor, pursuant to the Sponsor Support Agreement, has agreed, among other things, to pay specified FERA Transaction Costs and vote in favor of the Miotal Business Combination and the transactions contemplated thereby (including the Merger).

Current wording

Unlike some other blank check companies in which the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Sponsor, pursuant to the Sponsor Support Agreement, has agreed, among other things, to vote in favor of the Miotal Business Combination and the transactions contemplated thereby (including the Merger) and to pay specified FERA Transaction Costs (as defined in the Miotal Business Combination Agreement).

Previous wording

Neither board of directors nor any of its committees is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Miotal is fair to our shareholders from a financial point of view. Neither our board of directors nor any of its committees obtained a third party valuation in connection with the Miotal Business Combination. The Company Board and management concluded that the Miotal Business Combination was in the best interest of our shareholders and that the valuation was appropriate based on qualitative factors and quantitative factors that were determined appropriate by our board of directors and management. Accordingly, investors will be relying solely on the judgment of our board of directors and management in valuing Miotal, and our board of directors and management may not have properly valued Miotal’s business or valued Miotal differently than either a third-party valuation firm or any particular investor. The lack of a third-party valuation may also lead an increased number of shareholders to demand redemption of their shares, which could potentially impact our ability to consummate the Miotal Business Combination or reduce the public float and therefore liquidity of the public trading market.

Current wording

Neither our Board of Directors nor any of its committees is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Miotal is fair to our shareholders from a financial point of view. Neither our Board of Directors nor any of its committees obtained a third party valuation in connection with the Miotal Business Combination. The Board and Management concluded that the Miotal Business Combination was in the best interest of our shareholders and that the valuation was appropriate based on qualitative factors and quantitative factors that were determined appropriate by our Board of Directors and management. Accordingly, investors will be relying solely on the judgment of our Board of Directors and Management in valuing Miotal, and our Board of Directors and Management may not have properly valued Miotal’s business or valued Miotal differently than either a third-party valuation firm or any particular investor. The lack of a third-party valuation may also lead an increased number of shareholders to demand redemption of their shares, which could potentially impact our ability to consummate the Miotal Business Combination or reduce the public float and therefore liquidity of the public trading market.

Previous wording

Our Initial Shareholders, including our Sponsor and our directors and executive officers, have interests that may conflict with the interests of our shareholders, and accordingly, a conflict of interest may have existed in determining whether the Miotal Business Combination is appropriate as our initial business combination.

Current wording

Our Initial Shareholders, including our Sponsor and our directors and executive officers, have interests that may conflict with the interests of our Public Shareholders, and accordingly, a conflict of interest may have existed in determining whether the Miotal Business Combination is appropriate as our initial business combination.

Previous wording

The personal and financial interests of our Sponsor and our directors and officers may have influenced their motivation in identifying and selecting Miotal as a business combination target and completing an initial business combination with Miotal. In addition, the personal and financial interests of our Sponsor and our directors and officers may have created a conflict of interest as they negotiated the terms, conditions and timing of the Miotal Business Combination and determined whether they were appropriate and in the best interest of our shareholders. Our shareholders should consider these interests as they evaluate the recommendations of our board of directors to vote for the proposals.

Current wording

The personal and financial interests of our Sponsor and our directors and officers may have influenced their motivation in identifying and selecting Miotal as a business combination target and completing an initial business combination with Miotal. In addition, the personal and financial interests of our Sponsor and our directors and officers may have created a conflict of interest as they negotiated the terms, conditions and timing of the Miotal Business Combination and determined whether they were appropriate and in the best interest of our shareholders. Our Public Shareholders should consider these interests as they evaluate the recommendations of our Board of Directors to vote for the proposals.

Previous wording

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in the IPO).

Current wording

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by Public Shareholders may be less than $10.00 per share (which was the offering price in the IPO).

Previous wording

We can give no assurance as to the price at which a shareholder may be able to sell its Holdco Ordinary Shares in the future following the completion of the Miotal Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Miotal Business Combination, may cause an increase in Holdco’s share price, and may result in a lower value realized now than a shareholder of Holdco might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Holdco Ordinary Shares after the consummation of the Miotal Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price. A shareholder should consult its own financial advisor for assistance on how this may affect his, her or its individual situation.

Current wording

We can give no assurance as to the price at which a shareholder may be able to sell its Holdco Ordinary Shares in the future following the completion of the Miotal Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Miotal Business Combination, may cause an increase in Holdco’s share price, and may result in a lower value realized now than a shareholder of Holdco might realize in the future had the Public Shareholder not redeemed its shares. Similarly, if a Public Shareholder does not redeem its shares, the Public Shareholder will bear the risk of ownership of the Holdco Ordinary Shares after the consummation of the Miotal Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price. A shareholder should consult its own financial advisor for assistance on how this may affect his, her or its individual situation.